Exhibit
      10(ee)

HANOVER
      FOODS CORPORATION

EMPLOYEE
        STOCK OWNERSHIP PLAN TRUST AGREEMENT 
        (Effective
  January 1, 2002)

AMENDMENT
      NO. 1

Hanover
      Foods Corporation, a Pennsylvania corporation, hereby adopts this amendment
      to the Hanover Foods Corporation Employee Stock Trust (Trust).
This amendment is adopted pursuant to Section 8.1 of the Trust.

1.   The
        following language shall be submitted as the last WHEREAS clause of the
        introductory language of the Trust:


WHEREAS,
      Cyril T. Noel has been reappointed as Trustee and Luzerne National Bank
      Corporation has been appointed as Trustee and each and has accepted such
      appointment as of the date set forth below


2.   Section
        1.1 shall be amended to add the following language at the end thereof:


The
      term Trustee as used herein shall apply to both Luzerne National
      Bank Corporation and Cyril T. Noel; provided, however, that Luzerne National
      Bank shall be a directed Trustee and its duties, responsibilities and obligations
      shall be limited to those specifically described in this Trust Agreement.
      With respect to such duties, responsibilities and obligations of Luzerne
      National Bank Corporation in its capacity as trustee, the term Corporate
      Trustee shall be used. All other duties, responsibilities and obligations
      designated to the Trustee or to Trustee Noel herein
      shall apply solely to Cyril T. Noel in his capacity as trustee.


3.   Section
    2.2(f) shall be amended and restated as follows:


(f)
      except as specifically provided below, the Corporate Trustee shallhave
      the power to vote, as directed by Corporate Election Services, Inc., at
      any election of any corporation, including the Company, in which the Fund
      is invested; and similarly to exercise, personally or by a general or limited
      power of attorney, any right appurtenant to any authorized investment,
      including securities of the Company, held by the Fund. The Corporate Trustee
      shall not have any duty or obligation to vote in any election or act in
      any matter unless specifically directed by Corporate Election Services,
      Inc. With respect to any matter that Trustee Noel determines to be procedural
      or ministerial in nature (including, but not limited to, adjournment, postponement
      other similar motions at shareholders meetings and other procedural matters
      to come before such meetings), or any other matter in which appropriate
      direction is not given to Corporate Trustee, Trustee Noel shall have complete
      and exclusive authority to vote and similarly to exercise
      any right appurtenant to any authorized investment, including securities
      of the Company, held by the Fund.


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4.   Section
    2.2(k) shall be amended and restated as follows:


to
      consult with legal counsel (who may also be counsel for Trustee Noel,Corporate
      Trustee or the Company generally) with respect to any of its duties or
      obligations hereunder; to be fully protected in relying upon the written
      opinion of such legal counsel; and to pay the reasonable fees and expenses
      of such counsel, which shall be deemed to be expenses of the Trust and
      for which the Trustee Noel and/or Corporate Trustee shall be reimbursed
in accordance with Section 4.1.


5.   Section
    4.1(b) shall be amended to add the following sentence at the end thereof:


The
      above notwithstanding, the Corporate Trustee shall be paid a fee as set
      forth on Schedule A hereto and shall be entitled to be reimbursed for its
      reasonable legal fees and expenses incurred in connection with its duties
      under this Agreement.


6.   Section
    4.1(d) shall be amended to add the following sentence:


The
      Corporate Trustee shall be under no liability to any person for anyloss
      of any kind which may result by reason of its voting of shares as directed
      by Corporate Election Services, Inc. or its successors as required under
Section 2.2(f).


7.   Article
    V shall be amended to add the following Section 5.3:


5.3 Allocation
        of Trustee Duties. Corporate Trustee shall have only those powers
        and duties specified in Sections 2.2 and 4.1. All other powers and duties
        are reserved to Trustee Noel.


8.   This
    amendment shall be effective as of July 23, 2004.




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IN WITNESS
    WHEREOF, and as evidence of the adoption of this amendment, the Company has
    caused the same to be executed and attested by its duly authorized officers
    and the Trustee has executed this amendment as of this 23rd day of July,
    2004.

|ATTEST:                     |                          | HANOVER
        FOODS CORPORATION        
|--------------------------- | ------------------------ | -----------------------------------------
|                            |                          |                                          
|                            |                          |                                          
|/s/
        Gary T. Knisely |                          | By:                                      
|                            |                          |                                          
|Secretary                   |                          |                                          
|                            |                          |                                          
|WITNESS:                    |                          |                                          
|                            |                          |                                          
|                            |                          |                                          
|/s/
        Gary T. Knisely |                          | /s/
        Cyril T. Noel                
|                            |                          |                                          
|                            |                          |                                          
|                            |                          |                                          
|                            |                          |                                          
|ATTEST:                     |                          | LUZERNE
        NATIONAL BANK CORPORATION
|                            |                          |                                          
|                            |                          |                                          
|By:                         | /s/ Thomas
        Guidi |                                          
|                            |                          |                                          
|                            |                          |                                          

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